SEC Filing | ThredUp Inc.

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tdup-20240304

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2024

ThredUp Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40249	26-4009181
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


969 Broadway, Suite 200 Oakland, California			94607
(Address of principal executive offices)			(Zip Code)

(415) 402-5202

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

TDUP

The Nasdaq Stock Market LLC

Long-Term Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On March 4, 2024, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of the supplemental financial information is attached hereto as Exhibit 99.2. The press release and supplemental financial information are incorporated herein by reference.

The information in this Current Report on Form 8-K and the exhibits attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits.


Exhibit Number						Description
99.1						Press Release dated March 4, 2024
99.2						Supplemental Financial Information dated March 4, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			THREDUP INC.

			By:			/s/ SEAN SOBERS
						Sean Sobers
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Date: March 4, 2024

Document

Exhibit 99.1

https://cdn.kscope.io/91f5e8ba060f96593be2b15b6da43117-thredup_wordmarkxrgbxblack1.jpg

ThredUp Announces Fourth Quarter and Full Year 2023 Results

•Quarterly revenue of $81.4 million, representing an increase of 14% year-over-year.

•Fourth quarter gross margin of 61.9% and an increase in gross profit of 12% year-over-year, which included a $1.9 million inventory write-off in Europe, an impact of 230 basis points to gross margin.

•Record full year revenue of $322.0 million, representing 12% growth year-over-year. Full year gross margin of 66.4% and gross profit growth of 11% year-over-year.

•Record Active Buyers of 1.8 million and Orders of 1.8 million in Q4 2023, representing year-over-year growth of 9% and 17%, respectively. Record annual orders of 6.9 million, representing growth of 6% year-over-year.

Oakland, CA — March 4, 2024 — ThredUp Inc. (Nasdaq: TDUP, LTSE: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, today announced its financial results for the fourth quarter and full year ended December 31, 2023.

“We closed out 2023 with another quarter of strong financial performance, demonstrating healthy top-line growth and bottom-line leverage,” said ThredUp CEO and co-founder James Reinhart. “Looking ahead, we are confident that by focusing on strategic growth drivers in the U.S. and applying our proven resale playbook in Europe, we can deliver adjusted EBITDA breakeven on an annual basis in 2024.”

Fourth Quarter 2023 Financial Highlights

•Revenue: Total revenue of $81.4 million, an increase of 14% year-over-year.

•Gross Profit and Gross Margin: Gross profit totaled $50.4 million, representing an increase of 12% year-over-year. Gross margin was 61.9% as compared to 63.1% in the fourth quarter last year. Gross profit included a $1.9 million inventory write-off in Europe, an impact of 230 basis points to gross margin.

•Net Loss: Net loss was $14.6 million, or a negative 18.0% of revenue, for the fourth quarter 2023, compared to a net loss of $19.5 million, or a negative 27.3% of revenue, for the fourth quarter 2022.

•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $2.1 million, or a negative 2.6% of revenue, for the fourth quarter 2023. This is compared to an Adjusted EBITDA loss of $5.8 million, or a negative 8.2% of revenue, for the fourth quarter 2022.

1 Adjusted EBITDA loss and Adjusted EBITDA loss margin are non-GAAP measures. See “Reconciliation of GAAP to Non-GAAP Financial Measures” for a detailed reconciliation of Adjusted EBITDA loss to the most directly comparable GAAP measure and “Non-GAAP Financial Measures” for a discussion of why we believe these non-GAAP measures are useful.

•Active Buyers and Orders: Active Buyers of 1.797 million and Orders of 1.807 million, representing increases of 9% and 17%, respectively, over the fourth quarter 2022.

Full Year 2023 Financial Highlights

•Revenue: Total revenue of $322.0 million, an increase of 12% year-over-year.

•Gross Profit and Gross Margin: Gross profit totaled $213.8 million, representing an increase of 11% year-over-year. Gross margin was 66.4% compared to 66.7% last year.

•Net Loss: Net loss was $71.2 million, or a negative 22.1% of revenue, for the full year 2023, compared to a net loss of $92.3 million, or a negative 32.0% of revenue, for the full year 2022.

•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $17.4 million, or a negative 5.4% of revenue, for the full year 2023, compared to the Adjusted EBITDA loss of $43.4 million, or a negative 15.0% of revenue, for the full year 2022.

•Orders: Record orders of 6.9 million for the full year 2023, growing 6% over 6.5 million for the full year 2022.

Recent Business Highlights

•AI Innovation: ThredUp recently debuted an AI-powered search experience that makes it easy and intuitive to find secondhand items in its marketplace. They’ve also begun to leverage generative AI that will soon give customers the ability to create outfits they love and are strategically implementing AI across operations in its distribution center network to enhance inventory management and processing.

•Customer Experience Improvements: After implementing Delivery Promise and Thrift Promise, which aim to deliver purchase-to-doorstep shipping in three days or less and ensure the highest levels of customer satisfaction with every order, ThredUp’s Q4 return rate decreased by 700 basis points compared to the same quarter of 2022.

•Industry recognition: ThredUp's Resale-as-a-Service (RaaS) was named a winner in Good Housekeeping’s 2024 Sustainable Innovation Awards, which recognizes products and services that have embraced a “people, purpose, and planet” approach to sustainability.

Financial Outlook

For the first quarter 2024, ThredUp expects:

•Revenue in the range of $79.0 million to $81.0 million.

•Gross margin in the range of 68.5% to 70.5%, representing gross profit dollar growth of 9% year over year at the midpoint of revenue and gross margin guidance.

•Adjusted EBITDA loss margin in the range of 3.0% to 1.0%.

For the full fiscal year 2024, ThredUp expects:

•Revenue in the range of $340.0 million to $350.0 million.

•Gross margin in the range of 69.5% to 71.5%, representing gross profit dollar growth of 14% year over year at the midpoint of revenue and gross margin guidance.

•Adjusted EBITDA margin in the range of 0.5% to 1.5%.

ThredUp is not providing a quantitative reconciliation of forward-looking guidance of the non-GAAP measure Adjusted EBITDA loss to net loss because certain items are out of ThredUp’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA loss in order to calculate forward-looking Adjusted EBITDA loss margin is not available without unreasonable effort. However, for the first quarter of 2024 and full year 2024, depreciation and amortization is expected to be $5.0 million and $19.8 million, respectively. In addition, for the first quarter of 2024 and full year 2024, stock-based compensation expense is expected to be $7.5 million and $33.0 million, respectively. These items are uncertain, depend on various factors, and could result in the projected net loss being materially less than indicated by the currently estimated Adjusted EBITDA loss margin.

Conference Call and Webcast Information

•The live and archived webcast and all related earnings materials will be available at ThredUp’s investor relations website: ir.thredup.com/news-events/events-and-presentations.

ThredUp Inc.

Consolidated Balance Sheets

(unaudited)


	December 31,
	2023		2022
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	56,084	$	38,029
Marketable securities	8,100		66,902
Accounts receivable, net	7,813		4,669
Inventory	15,687		17,519
Other current assets	6,204		7,076
Total current assets	93,888		134,195
Operating lease right-of-use assets	42,118		46,153
Property and equipment, net	87,672		92,482
Goodwill	11,957		11,592
Intangible assets	8,156		10,499
Other assets	6,176		7,027
Total assets	$	249,967	$	301,948
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,457	$	7,800
Accrued and other current liabilities	35,934		50,155
Seller payable	21,495		16,166
Operating lease liabilities, current	5,949		6,413
Current portion of long-term debt	3,838		3,879
Total current liabilities	76,673		84,413
Operating lease liabilities, non-current	44,621		48,727
Long-term debt, net of current portion	22,006		25,788
Other non-current liabilities	2,750		3,019
Total liabilities	146,050		161,947
Commitments and contingencies
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of December 31, 2023 and 2022; 108,784 and 101,532 shares issued and outstanding as of December 31, 2023 and 2022, respectively	11		10
Additional paid-in capital	585,156		551,852
Accumulated other comprehensive loss	(2,375)		(4,234)
Accumulated deficit	(478,875)		(407,627)
Total stockholders’ equity	103,917		140,001
Total liabilities and stockholders’ equity	$	249,967	$	301,948

ThredUp Inc.

Consolidated Statements of Operations

(unaudited)


	Three Months Ended				Year Ended
	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
	(in thousands, except per share amounts)
Revenue:
Consignment	$	55,877	$	37,470	$	213,609	$	174,994
Product	25,516		33,848		108,413		113,385
Total revenue	81,393		71,318		322,022		288,379
Cost of revenue:
Consignment	10,801		7,661		39,732		37,015
Product	20,239		18,691		68,485		59,026
Total cost of revenue	31,040		26,352		108,217		96,041
Gross profit	50,353		44,966		213,805		192,338
Operating expenses:
Operations, product and technology	38,239		33,818		156,712		155,642
Marketing	11,354		12,999		66,273		64,369
Sales, general and administrative	15,510		14,538		62,657		61,814
Total operating expenses	65,103		61,355		285,642		281,825
Operating loss	(14,750)		(16,389)		(71,837)		(89,487)
Interest expense	(709)		(41)		(2,239)		(805)
Other income (expense), net	841		(3,065)		2,847		(1,957)
Loss before income taxes	(14,618)		(19,495)		(71,229)		(92,249)
Provision (benefit) for income taxes	(5)		4		19		35
Net loss	$	(14,613)	$	(19,499)	$	(71,248)	$	(92,284)
Loss per share, basic and diluted	$	(0.14)	$	(0.19)	$	(0.68)	$	(0.92)
Weighted-average shares used in computing loss per share, basic and diluted	107,716		101,027		104,875		99,817

ThredUp Inc.

Consolidated Statements of Comprehensive Loss

(unaudited)


	Three Months Ended				Year Ended
	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
	(in thousands)
Net loss	$	(14,613)	$	(19,499)	$	(71,248)	$	(92,284)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	1,549		2,840		777		(2,418)
Unrealized gain (loss) on available-for-sale securities	17		562		1,082		(722)
Total other comprehensive income (loss)	1,566		3,402		1,859		(3,140)
Total comprehensive loss	$	(13,047)	$	(16,097)	$	(69,389)	$	(95,424)

ThredUp Inc.

Consolidated Statements of Cash Flows

(unaudited)


	Year Ended December 31,
	2023		2022
	(in thousands)
Cash flows from operating activities:
Net loss	$	(71,248)	$	(92,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	18,732		14,033
Stock-based compensation expense	31,682		26,817
Reduction in carrying amount of right-of-use assets	6,355		6,473
Other	857		5,593
Changes in operating assets and liabilities:
Accounts receivable, net	(3,126)		(530)
Inventory	2,209		(7,886)
Other current and non-current assets	1,180		893
Accounts payable	1,697		(3,985)
Accrued and other current liabilities	(9,092)		1,752
Seller payable	5,312		(2,945)
Operating lease liabilities	(7,095)		924
Other non-current liabilities	(54)		(960)
Net cash used in operating activities	(22,591)		(52,105)
Cash flows from investing activities:
Purchases of marketable securities	(17,915)		(3,475)
Maturities of marketable securities	77,579		55,650


Purchases of property and equipment	(15,984)		(43,251)
Net cash provided by investing activities	43,680		8,924
Cash flows from financing activities:
Proceeds from debt, net of discount	—		391
Repayment of debt	(4,000)		(6,333)


Proceeds from issuance of stock-based awards	5,162		4,202
Payments of withholding taxes on stock-based awards	(4,765)		(2,196)
Net cash used in financing activities	(3,603)		(3,936)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(68)		(672)
Net change in cash, cash equivalents and restricted cash	17,418		(47,789)
Cash, cash equivalents and restricted cash, beginning of period	44,051		91,840
Cash, cash equivalents and restricted cash, end of period	$	61,469	$	44,051

ThredUp Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(unaudited)


	Three Months Ended				Year Ended
	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
	(in thousands)
Net loss	$	(14,613)	$	(19,499)	$	(71,248)	$	(92,284)
Stock-based compensation expense	6,775		6,059		31,682		26,817
Depreciation and amortization	4,851		3,816		18,732		14,033
Interest expense	709		41		2,239		805
Severance and other	138		(14)		1,196		3,182
Provision (benefit) for income taxes	(5)		4		19		35
Impairment of non-marketable equity investment	—		3,750		—		3,750
Acquisition and offering-related expenses	—		—		—		274

Non-GAAP Adjusted EBITDA loss	$	(2,145)	$	(5,843)	$	(17,380)	$	(43,388)

Investors

ir@thredup.com

Media

media@thredup.com

About ThredUp

ThredUp is transforming resale with technology and a mission to inspire the world to think secondhand first. By making it easy to buy and sell secondhand, ThredUp has become one of the world's largest online resale platforms for apparel, shoes and accessories. Sellers love ThredUp because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems, and data science expertise. With ThredUp’s Resale-as-a-Service, some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. ThredUp has processed over 172 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, ThredUp is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, guidance on financial results for the first quarter and full year of 2024; statements about future operating results, capital expenditures and other developments in our business in the U.S. and Europe and our long term growth; the momentum of our business; our investments in technology and infrastructure, including our AI-powered search experience; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; and our ability to attract new Active Buyers.

Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include, but are not limited to: our ability to attract new users and convert users into buyers and active buyers; our ability to achieve profitability; the sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs; our ability to effectively manage or sustain our growth and to effectively expand our operations; our ability to continue to generate revenue from new RaaS offerings as sources of revenue; risks from an intensely competitive market; our ability to effectively deploy new and evolving technologies, such as artificial intelligence and machine learning, in our offerings; risks arising from economic and industry trends, including the effects of foreign currency exchange rate fluctuations, inflationary pressures, increased interest rates, changing consumer habits, climate change and general global economic uncertainty; our ability to comply with applicable laws and regulations; and our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments. More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and subsequent filings. The forward-looking statements in this release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing ThredUp’s views as of any date subsequent to the date of this press release.

Additional information regarding these and other factors that could affect ThredUp's results is included in ThredUp’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.

Channels for Disclosure of Information

ThredUp intends to announce material information to the public through the ThredUp Investor Relations website ir.thredup.com, SEC filings, press releases, public conference calls, and public webcasts. ThredUp uses these channels, as well as social media, to communicate with its investors, customers, and the public about the company, its offerings, and other issues. It is possible that the information ThredUp posts on social media could be deemed to be material information. As such, ThredUp encourages investors, the media, and others to follow the channels listed above, including the social media channels listed on ThredUp’s investor relations website, and to review the information disclosed through such channels.

Operating Metrics

An Active Buyer is a ThredUp buyer who has made at least one purchase in the last twelve months. A ThredUp buyer is a customer who has created an account and purchased in our marketplaces, including through our RaaS® clients, and is identified by a unique email address. A single person could have multiple ThredUp accounts and count as multiple Active Buyers.

Orders are defined as the total number of orders placed by buyers across our marketplaces, including through our RaaS® clients, in a given period, net of cancellations.

Non-GAAP Financial Measures

This press release and the accompanying tables contain non-GAAP financial measures, including: Adjusted EBITDA loss and Adjusted EBITDA loss margin. In addition to our results determined in accordance with GAAP, we believe these non-GAAP measures, are useful in evaluating our operating performance. We use these measures to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that these non-GAAP measures, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Our non-GAAP measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP measures used by other companies. We encourage investors to review our results determined in accordance with GAAP and the accompanying reconciliations for more information.

A reconciliation is provided above for Adjusted EBITDA loss to net loss, the most directly comparable financial measure stated in accordance with GAAP. We calculate Adjusted EBITDA loss as net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, severance and other, provision (benefit) for income taxes, impairment of non-marketable equity investment and acquisition and offering-related expenses. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by total revenue for the same period.

Document

Exhibit 99.2

https://cdn.kscope.io/91f5e8ba060f96593be2b15b6da43117-thredup_wordmarkxrgbxblackb.jpg

ThredUp Inc.

Fourth Quarter and Full Year 2023 Supplemental Financials

Key Financial Metrics for the Quarter

•Revenue of $81.4 million

◦vs. $71.3 million in 4Q22

◦Growth of 14.1% YoY

•Gross profit of $50.4 million

◦vs. $45.0 million in 4Q22

◦Growth of 12.0% YoY

•Gross margin of 61.9%

◦vs. 63.1% in 4Q22

•GAAP net loss of $14.6 million

◦vs. net loss of $19.5 million in 4Q22

•Adjusted EBITDA loss of $2.1 million

◦vs. loss of $5.8 million in 4Q22

•Adjusted EBITDA loss margin of 2.6%

◦vs. loss margin of 8.2% in 4Q22

•Cash, cash equivalents, restricted cash and short-term marketable securities were $69.6 million at the quarter end

•Total quarter Active Buyers of 1.797 million

◦vs. 1,651 in 4Q22

◦An increase of 8.8% YoY

•Total Orders of 1.807 million

◦vs. 1.545 million in 4Q22

◦An increase of 17.0% YoY

Key Financial Metrics for the Full Year 2023

•Revenue of $322.0 million

◦vs. $288.4 million in FY 2022

◦Growth of 11.7% YoY

•Gross profit of $213.8 million

◦vs. $192.3 million in FY 2022

◦Growth of 11.2% YoY

•Gross margin of 66.4%

◦vs. 66.7% in FY 2022

•GAAP net loss of $71.2 million

◦vs. net loss of $92.3 million in FY 2022

•Adjusted EBITDA loss of $17.4 million

◦vs. loss of $43.4 million in FY 2022

•Adjusted EBITDA loss margin of 5.4%

◦vs. loss margin of 15.0% in FY 2022

•Total Orders of 6.910 million

◦vs. 6.507 million in FY 2022

◦Growth of 6.2% YoY

Conference Call and Webcast

•The live and archived webcast and all related earnings materials will be available at ThredUp’s investor relations website: ir.thredup.com/news-events/events-and-presentations.

Financial Outlook

For first quarter 2024, ThredUp expects:

•Revenue in the range of $79.0 million to $81.0 million

•Gross margin in the range of 68.5% to 70.5%

•Adjusted EBITDA loss margin in the range of 3.0% to 1.0%

•Depreciation and amortization of approximately $5.0 million

•Stock-based compensation of approximately $7.5 million

•Weighted-average shares of approximately 110 million

For fiscal year 2024, ThredUp expects:

•Revenue in the range of $340.0 million to $350.0 million

•Gross margin in the range of 69.5% to 71.5%

•Adjusted EBITDA margin in the range of 0.5% to 1.5%

•Depreciation and amortization of approximately $19.8 million

•Stock-based compensation of approximately $33.0 million

•Weighted-average shares of approximately 114 million


ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages, unaudited)
Three Months Ended	March 31, 2022			June 30, 2022			September 30, 2022			December 31, 2022			March 31, 2023			June 30, 2023			September 30, 2023			December 31, 2023
Revenue:
Consignment	$	47,435		$	48,536		$	41,553		$	37,470		$	46,479		$	53,415		$	57,838		$	55,877
Product	25,260			27,885			26,392			33,848			29,443			29,243			24,211			25,516
Total revenue	72,695			76,421			67,945			71,318			75,922			82,658			82,049			81,393
Cost of revenue:
Consignment	10,049			10,218			9,087			7,661			9,220			9,580			10,131			10,801
Product	12,418			13,555			14,362			18,691			15,609			17,346			15,291			20,239
Total cost of revenue	22,467			23,773			23,449			26,352			24,829			26,926			25,422			31,040
Gross profit	50,228			52,648			44,496			44,966			51,093			55,732			56,627			50,353
Gross margin % of revenue	69.1		%	68.9		%	65.5		%	63.1		%	67.3		%	67.4		%	69.0		%	61.9		%
Operating expenses:
Operations, product and technology	39,161			43,961			38,702			33,818			38,347			39,771			40,355			38,239
Marketing	16,978			19,640			14,752			12,999			16,870			18,643			19,406			11,354
Sales, general and administrative	14,664			17,380			15,232			14,538			16,059			16,030			15,058			15,510
Total operating expenses	70,803			80,981			68,686			61,355			71,276			74,444			74,819			65,103
Operating expenses % of revenue	97.4		%	106.0		%	101.1		%	86.0		%	93.9		%	90.1		%	91.2		%	80.0		%
Operating loss	(20,575)			(28,333)			(24,190)			(16,389)			(20,183)			(18,712)			(18,192)			(14,750)
Operating loss % of revenue	(28.3)		%	(37.1)		%	(35.6)		%	(23.0)		%	(26.6)		%	(22.6)		%	(22.6)		%	(18.1)		%
Interest expense	(423)			(238)			(103)			(41)			(77)			(721)			(732)			(709)
Other income (expense), net	303			181			624			(3,065)			476			685			845			841
Loss before income taxes	(20,695)			(28,390)			(23,669)			(19,495)			(19,784)			(18,748)			(18,079)			(14,618)
Provision (benefit) for income taxes	13			9			9			4			9			12			3			(5)
Net loss	$	(20,708)		$	(28,399)		$	(23,678)		$	(19,499)		$	(19,793)		$	(18,760)		$	(18,082)		$	(14,613)
Net loss margin	(28.5)		%	(37.2)		%	(34.8)		%	(27.3)		%	(26.1)		%	(22.7)		%	(22.0)		%	(18.0)		%


ThredUp Inc.
Adjusted EBITDA Reconciliation
(in thousands, except percentages, unaudited)
Three Months Ended	March 31, 2022			June 30, 2022			September 30, 2022			December 31, 2022			March 31, 2023			June 30, 2023			September 30, 2023			December 31, 2023
Net loss	$	(20,708)		$	(28,399)		$	(23,678)		$	(19,499)		$	(19,793)		$	(18,760)		$	(18,082)		$	(14,613)
Stock-based compensation expense	3,523			10,058			7,177			6,059			9,391			7,628			7,888			6,775
Depreciation and amortization	3,271			3,407			3,539			3,816			3,681			4,836			5,364			4,851
Interest expense	423			238			103			41			77			721			732			709
Severance and other	311			1,076			1,809			(14)			—			551			507			138
Provision (benefit) for income taxes	13			9			9			4			9			12			3			(5)
Acquisition and offering-related expenses	204			70			—			—			—			—			—			—
Impairment of non-marketable equity investment	—			—			—			3,750			—			—			—			—
Adjusted EBITDA loss	$	(12,963)		$	(13,541)		$	(11,041)		$	(5,843)		$	(6,635)		$	(5,012)		$	(3,588)		$	(2,145)
Adjusted EBITDA loss margin	(17.8)		%	(17.7)		%	(16.2)		%	(8.2)		%	(8.7)		%	(6.1)		%	(4.4)		%	(2.6)		%


ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months Ended	March 31, 2022			June 30, 2022			September 30, 2022			December 31, 2022			March 31, 2023			June 30, 2023			September 30, 2023			December 31, 2023
Operations, product and technology	$	39,161		$	43,961		$	38,702		$	33,818		$	38,347		$	39,771		$	40,355		$	38,239
Marketing	16,978			19,640			14,752			12,999			16,870			18,643			19,406			11,354
Selling, general and administrative	14,664			17,380			15,232			14,538			16,059			16,030			15,058			15,510
Total operating expenses	70,803			80,981			68,686			61,355			71,276			74,444			74,819			65,103
Less: Stock-based compensation expense	(3,523)			(10,058)			(7,177)			(6,059)			(9,391)			(7,628)			(7,888)			(6,775)
Total non-GAAP adjusted operating expenses	$	67,280		$	70,923		$	61,509		$	55,296		$	61,885		$	66,816		$	66,931		$	58,328
Non-GAAP adjusted operating expenses % of revenue	92.6		%	92.8		%	90.5		%	77.5		%	81.5		%	80.8		%	81.6		%	71.7		%


ThredUp Inc.
Stock-Based Compensation Expense Details
(in thousands, unaudited)
Three Months Ended	March 31, 2022		June 30, 2022		September 30, 2022		December 31, 2022		March 31, 2023		June 30, 2023		September 30, 2023		December 31, 2023
Operations, product and technology	$	1,392	$	3,970	$	2,480	$	2,193	$	3,671	$	2,913	$	2,858	$	2,625
Marketing	333		1,226		818		767		1,205		923		1,264		392
Selling, general and administrative	1,798		4,862		3,879		3,099		4,515		3,792		3,766		3,758
Total stock-based compensation expense	$	3,523	$	10,058	$	7,177	$	6,059	$	9,391	$	7,628	$	7,888	$	6,775


ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
	March 31, 2023		June 30, 2023		September 30, 2023		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	50,739	$	51,073	$	68,552	$	56,084
Marketable securities	42,733		25,856		5,575		8,100
Accounts receivable, net	4,232		3,782		5,993		7,813
Inventory	20,933		20,362		18,173		15,687
Other current assets	6,338		8,238		7,199		6,204
Total current assets	124,975		109,311		105,492		93,888
Operating lease right-of-use assets	45,180		45,265		43,090		42,118
Property and equipment, net	95,806		93,786		90,270		87,672
Goodwill	11,805		11,756		11,455		11,957
Intangible assets	10,044		9,346		8,460		8,156
Other assets	6,960		6,867		6,621		6,176
Total assets	$	294,770	$	276,331	$	265,388	$	249,967
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	12,747	$	8,780	$	12,426	$	9,457
Accrued and other current liabilities	47,976		43,334		40,225		35,934
Seller payable	17,868		19,471		21,516		21,495
Operating lease liabilities, current	5,792		5,834		6,383		5,949
Current portion of long-term debt	3,882		3,830		3,834		3,838
Total current liabilities	88,265		81,249		84,384		76,673
Operating lease liabilities, non-current	47,521		47,356		45,257		44,621
Long-term debt, net of current portion	24,831		23,928		22,968		22,006
Other non-current liabilities	3,066		3,200		3,231		2,750
Total liabilities	163,683		155,733		155,840		146,050
Commitments and contingencies
Stockholders’ equity:
Common stock	10		11		11		11
Additional paid-in capital	561,577		569,780		577,740		585,156
Accumulated other comprehensive loss	(3,080)		(3,013)		(3,941)		(2,375)
Accumulated deficit	(427,420)		(446,180)		(464,262)		(478,875)
Total stockholders’ equity	131,087		120,598		109,548		103,917
Total liabilities and stockholders’ equity	$	294,770	$	276,331	$	265,388	$	249,967


ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months Ended	March 31, 2023		June 30, 2023		September 30, 2023		December 31, 2023
Cash flows from operating activities:
Net loss	$	(19,793)	$	(18,760)	$	(18,082)	$	(14,613)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,681		4,836		5,364		4,851
Stock-based compensation expense	9,391		7,628		7,888		6,775
Reduction in carrying amount of right-of-use assets	1,207		1,970		1,611		1,567
Other	41		250		(232)		798
Changes in operating assets and liabilities:
Accounts receivable, net	1,010		(94)		(2,289)		(1,753)
Inventory	(3,157)		487		1,797		3,082
Other current and non-current assets	22		(721)		1,754		125
Accounts payable	4,102		(3,925)		3,872		(2,352)
Accrued and other current liabilities	(1,851)		101		(2,581)		(4,761)
Seller payable	1,696		1,605		2,057		(46)
Operating lease liabilities	(2,062)		(2,178)		(1,186)		(1,669)
Other non-current liabilities	1,255		(1,580)		250		21
Net cash provided by (used in) operating activities	(4,458)		(10,381)		223		(7,975)
Cash flows from investing activities:
Purchases of marketable securities	—		(7,878)		(1,973)		(8,064)
Maturities of marketable securities	24,579		24,900		22,500		5,600
Purchases of property and equipment	(5,679)		(6,613)		(1,483)		(2,209)
Net cash provided by (used in) investing activities	18,900		10,409		19,044		(4,673)
Cash flows from financing activities:

Repayment of debt	(1,000)		(1,000)		(1,000)		(1,000)
Proceeds from issuance of stock-based awards	446		1,690		1,625		1,401
Payments of withholding taxes on stock-based awards	(638)		(1,247)		(1,859)		(1,021)
Net cash used in financing activities	(1,192)		(557)		(1,234)		(620)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(540)		864		(554)		162
Net change in cash, cash equivalents and restricted cash	12,710		335		17,479		(13,106)
Cash, cash equivalents and restricted cash, beginning of period	44,051		56,761		57,096		74,575
Cash, cash equivalents and restricted cash, end of period	$	56,761	$	57,096	$	74,575	$	61,469

Investors

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Media

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About ThredUp

ThredUp is transforming resale with technology and a mission to inspire the world to think secondhand first. By making it easy to buy and sell secondhand, ThredUp has become one of the world's largest online resale platforms for apparel, shoes and accessories. Sellers love ThredUp because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. With ThredUp’s Resale-as-a-Service, some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. ThredUp has processed over 172 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, ThredUp is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.

Forward-Looking Statements

This financial supplement contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this financial supplement include, but are not limited to, guidance on financial results for the first quarter and full year of 2024; statements about future operating results and our long term growth; the momentum of our business; the growth rates in the markets in which we compete; the impact of inflationary pressures, increased interest rates, climate change and general global economic uncertainty on consumer behavior and our business; our investments in technology and infrastructure; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; the success and expansion of our RaaS® model and the timing and plans for future RaaS® clients; and our ability to attract new Active Buyers.

More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The forward-looking statements in this financial supplement are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing ThredUp’s views as of any date subsequent to the date of this financial supplement.

Operating Metrics

Orders are defined as the total number of orders placed by buyers across our marketplaces, including through our RaaS® clients, in a given period, net of cancellations.

Non-GAAP Financial Measures

This financial supplement and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA loss, Adjusted EBITDA loss margin, and non-GAAP operating expenses, our non-GAAP financial measures, are useful in evaluating our operating performance. We use Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies.

A reconciliation is provided above for Adjusted EBITDA loss to net loss and Non-GAAP operating expenses to total operating expenses, the most directly comparable financial measures stated in accordance with GAAP. We calculate Adjusted EBITDA loss as net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, severance and other, provision (benefit) for income taxes, impairment of non-marketable equity investment and acquisition and offering-related expenses. Non-GAAP operating expenses are operating expenses adjusted to exclude stock-based compensation expense.

Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA loss to net loss. ThredUp is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA loss to net loss because certain items are out of ThredUp’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA loss in order to calculate forward-looking Adjusted EBITDA loss margin is not available without unreasonable effort. However, for the first quarter of 2024 and full year 2024, depreciation and amortization is expected to be $5.0 million and $19.8 million, respectively. In addition, for the first quarter of 2024 and full year 2024, stock-based compensation expense is expected to be $7.5 million and $33.0 million, respectively. These items are uncertain, depend on various factors, and could result in the projected net loss being materially less than indicated by the currently estimated Adjusted EBITDA margin.